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Confidentiality And Non-compete Agreement

Confidentiality Agreement

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STONEMOR PARTNERS LP | Business StoneMor GP LLC | StoneMor Partners, LP

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Date: 11/9/2015
Industry: Personal Services     Sector: Services

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Exhibit 10.3


In consideration of the commencement of my employment as Chief Financial Officer and Secretary at StoneMor GP LLC (“StoneMor” or “Company”), the General Partner of StoneMor Partners, L.P., as described in my offer letter, and the other consideration as described in more detail below, the receipt and sufficiency of which I hereby acknowledge, and intending to be legally bound hereby, I, Sean McGrath, state and agree as follows:

1. Business . StoneMor GP LLC, its parents, affiliates, subsidiaries, divisions, and related companies or entities, and their respective predecessors, successors and assigns, now existing or hereafter created, (collectively referred to herein as “StoneMor”), are engaged in the deathcare industry and provide a broad scope of products and services through the ownership, development, and operation of cemeteries and funeral homes (the “Business”):

a. StoneMor invests substantial time, money, and effort, on an ongoing basis, to train its employees with specialized skills and knowledge unique to StoneMor and its Business, to develop products and services for the Business, to maintain and expand its customer base, and to improve and develop its products and services;

b. In my executive role as Chief Financial Officer and Secretary, from the outset of and during my employment with StoneMor, I will have access to, receive, learn, develop and/or conceive information that is proprietary and/or confidential to StoneMor related to all aspects of its business, including but not limited to financials, customers and contracts;

c. This information must be kept in strict confidence to protect StoneMor’s Business and maintain its competitive position in the marketplace, and this information would be useful to StoneMor’s existing and potential competitors for indefinite periods of time;

d. From the outset of and during my employment with StoneMor, I will have access to and will be required to develop, maintain, and/or supervise technology, products and customer relationships and intellectual property that are valuable to StoneMor and which it has a legitimate interest in protecting;

e. StoneMor would be irreparably harmed by my subsequent work with, for or as a competitor of StoneMor, due to the possibility that there would be inadvertent or other disclosures of StoneMor’s proprietary and/or confidential information or that there would be improper interference with its valuable customer relationships and goodwill;

f. The commencement of my employment with StoneMor is adequate consideration for signing this Confidentiality and Non-Compete Agreement (the “Agreement”);

g. The restrictions in this Agreement are reasonable and necessary to protect StoneMor’s legitimate business interests;

h. The post-termination restrictions set forth in this Agreement shall apply regardless of whether my employment is terminated with or without cause and regardless of whether the termination was initiated by me or by StoneMor; and

i. The post-termination restrictions set forth in this Agreement may limit, but do not prohibit, me from earning a satisfactory livelihood.




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2. Covenants .

a. No Solicitation . During my employment with StoneMor and for a period of two (2) years thereafter, I will not, directly or indirectly: (i) solicit, entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company to terminate his or her employment or engagement by the Company to become employed or engaged in competition with the Company by any person, firm, corporation or other business enterprise other than a member of the Company, except in furtherance of my responsibility during my employment with StoneMor; (ii) authorize or assist in the taking of such action by any third party; or (iii) solicit or persuade any customer or prospect to discontinue its business relationship with the Company. For purposes of this Section 2.a, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during my employment and for one year following my termination of employment.

b. No Competition . During my employment with StoneMor and for a period of one (1) year thereafter, I will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, during the period of my employment or at the time of the termination of my employment, as the case may be, in any Business of the type and character engaged in or competitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. I acknowledge that these restrictions on competition are fair because, in my position as Chief Financial Officer and Secretary, I will have knowledge of and access to all business practices and information, without limitation to a specific geography, department or customer.

c. Confidentiality . During my employment and thereafter without limit as to time, I will not (other than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial data, analyses, budgets and forecasts of the Company except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order me to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by me or made available to me (whether during my employment by the Company or by any predecessor thereof) concerning the business of the Company or any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of my employment. Nothing in this Agreement is intended to prohibit Employee from voluntarily communicating with the United States Securities and Exchange Commission (“SEC”) or any other governmental agency about a good-faith belief that a securities law violation may have occurred. Employee does not require prior authorization of Company to make a




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report or disclosure about a potential securities law violation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Congress, or any agency Inspector General, nor is Employee required to notify the Company that such reports or disclosures were made. Nothing in this Agreement shall waive or release any rights or claims that Employee may have under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).

d. Nondisclosure . Except as set forth in Schedule A (attached hereto), I shall not disclose or utilize in my work with the Company any Intellectual Property or secret or confidential information of others (including any prior employers), or any Intellectual Property, inventions or innovations of my own which are not included within the scope of this agreement (collectively, “Prior Inventions”). For the purposes of this Agreement, “Intellectual Property” shall include, but shall not be limited to, ideas, inventions, methods, know-how, discoveries, processes, works of authorship, designs, analyses, drawings, reports, trademarks, service marks, slogans, logos, trade dress, technical, business, sales, operations and computer software innovations. If disclosure of any Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I should not list such Prior Inventions in Schedule A, but I should only disclose a cursory name for each such Prior Invention, listing of the party/ies to which it belongs and the fact that full disclosure as to such Prior Inventions has not been made for that reason. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a StoneMor service, product or process, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenses) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any StoneMor service, product or process without the Company’s prior written consent and I represent that I have the right to provide all such Prior Inventions.

e. Employee Innovation . I acknowledge that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others I may conceive, make, develop or acquire during my employment by the Company and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company and I hereby assigns to the Company all of my right, title and interest in all such Developments. I shall promptl

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